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Tax-Exempt Health Care Organizations

Recognizing that taxes affect every aspect of the business environment, Robinson+Cole’s tax lawyers work closely with all of the firm’s practice groups. Our Tax group supports clients in understanding and navigating the federal, state, and local tax consequences of their business transactions, including mergers and acquisitions, financing and securities transactions, spin-offs and buyouts, purchases and sales of real estate and other property, and capital market transactions.

We also represent clients in their efforts to change state and local tax laws, in the tax planning and representation of various transactions, and in connection with federal and state tax controversies, administrative appeals, and court appeals in both civil and criminal tax cases.

Our Tax practice also includes the following:

  • Advising on cross-border business transactions and investments (inbound and outbound);
  • Advising on the taxation of financial institutions and financial products;
  • Advising on the tax considerations of debt workouts for both large public and closely held businesses;
  • Advising real estate investment trusts (REITS) in connection with all their tax-related issues;
  • Negotiating state and local tax incentives; and
  • Negotiating the content of state tax regulations and state tax rulings.

Members of our Tax group have assisted clients in connection with a variety of complicated federal tax matters, including advice and planning with respect to business transactions, investment and financing structures, capital market transactions, and business arrangements that transcend state and national boundaries.

Our state tax lawyers have been recognized in Connecticut and across the United States as authors and editors in nationally recognized state tax journals, as speakers at conferences of business and professional groups, and as leaders within the tax sections of both the American Bar Association and state bar organizations. Our state tax practice includes representation and advice on income, franchise, sales and property, and numerous industry-specific state taxes.

Experience


Not-For-Profit Health Care Provider Representation

Regular representation of not-for-profit health care providers in connection with corporate reorganizations, governance issues and revisions to corporate governance documents.

Development + Operation of Ambulatory Surgery Center

Representation of joint venture between tax exempt hospital and physicians in connection with development and operation of ambulatory surgery center, including drafting Operating Agreement, drafting private placement memorandum and subscription agreements, fraud and abuse analysis, and drafting and negotiating land option agreement and lease, management agreement and anesthesiology service agreement.

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IRS Challenge of Hospital Tax Exempt Status

Successfully defended a large community hospital from IRS challenge of its tax exempt status. Focusing upon a building transaction between the hospital and some of its staff physicians, IRS examiners proposed a determination that the hospital no longer qualify as a section 501(c)(3) organization. The IRS position reflected a preliminary conclusion that the transaction conveyed undue private benefits upon the physicians group and constituted prohibited private inurement. Robinson+Cole protested this determination and, after extensive negotiation before the Appeals Office of the IRS, succeeded in persuading the IRS that the transaction should not cause either a loss of tax exemption or the imposition of any other sanctions on the hospital.

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